EFTA02725215.pdf

LETTER OF INTENT December 19, 2011 Commonwealth Bank of Australia Level 15, 385 Bourke Street Melbourne, Victoria Australia 3000 Devereaux Holdings PTY, LTD 11th Floor, BGC Centre 28 The Esplanade Perth, WA Australia 6000 Re: 2000 Bell 430 Helicopter, Serial No. 49063. Australian Registration No. VH VGG Ladies and Gentlemen: Freedom Air International, Inc. ("Purchaser") hereby expresses its intent to purchase from Commonwealth Bank of Australia/Devereaux Holdings PTY LTD ("Seller") that certain 2000 Bell 430 helicopter bearing Manufacturer's Serial No. 49063 and Australian Registration No. VH VGG, together with its equipped engines and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, and also including all loose equipment that is normally or currently part of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive written Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: 1. The total purchase price for the Aircraft shall be the sum of Two Million Three Hundred Thousand U.S. Dollars (US$2,300,000.00), payable as follows: (a) Within five (5) business days after Seller's acceptance of this Letter of Intent ("Lon, Purchaser shall wire transfer a fully refundable One Hundred Thousand U.S. Dollar (US$100,000.00) deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Joan Roberts, Vice President (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive written Aircraft Purchase Agreement described below (the "Purchase Agreement"); and EFTA_R1_02212664 EFTA02725215  (b) The balance of the purchase price for the Aircraft in the amount of Two Million Two Hundred Thousand U.S. Dollars (US$2,200,000.00) shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escrow Agent for- its disbursement-to-Seller at said-closing-upon the satisfaction of the conditions and requirements to be set forth in the Purchase Agreement. 2. The Deposit and this LOI shall be subject to the execution of a definitive written Aircraft Purchase Agreement between Seller and Purchaser in form and substance mutually satisfactory to the parties, providing for the sale and purchase of the Aircraft on terms consistent with this LOI, such other terms as are typically found in transactions of the type contemplated herein and such other terms and conditions as may be mutually agreeable to the parties. Said definitive written Aircraft Purchase Agreement shall herein be referred to as the "Purchase Agreement". Purchaser shall provide to Seller an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this LOI by Seller, and Seller and Purchaser shall undertake to execute and deliver to each other the mutually acceptable Purchase Agreement within fifteen (15) business days after the acceptance of this LOI by Seller. The Purchase Agreement shall supersede this LOI in its entirety, and, if there should be any conflicts between the provisions of the Purchase Agreement and this LOI, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into the Purchase Agreement within such fifteen (15) business day period, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (1) business day after the expiration of such fifteen (15) business day period, return the Deposit to Purchaser, and neither Seller nor Purchaser shall have any further liability to the other party. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in Western Australia in an airworthy condition with a valid standard U.S. Certificate of Airworthiness and shall comply in all respects with the "Delivery Condition" to be defined and specified in detail in the Purchase Agreement. In connection with obtaining the U.S. Certificate of Airworthiness, (a) the administrative costs and expenses, and the costs and expenses of the FAA DAR to travel to the inspection facility in Western Australia (see Paragraph 5 below) to evaluate and determine the conformity of the Aircraft with the requirements of a U.S. Certificate of Airworthiness, shall be the sole responsibility of Purchaser, and (b) the costs and expenses associated with addressing items, including alterations or modifications, that were not completed to, or are not in compliance with, U.S. airworthiness standards, and bringing the same into conformity with the requirements for the issuance of a U.S. Certificate of Airworthiness, shall be the sole responsibility of Seller. 5. A pre-purchase inspection of the Aircraft shall be conducted at a facility in Western Australia to be specified in the Purchase Agreement, and the scope of the pre-purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. Closing on the purchase of the Aircraft shall be subject to Purchaser's 2 EFTA_R 1_02212665 EFTA02725216 satisfaction, in Purchaser's sole discretion, with the results of the pre-purchase inspection of the Aircraft 6. This LOI will remain in effect until 5:00 p.m. EST on December 21, 2011, after which, if not accepted by Seller, it shall expire and have no further force or effect. This LOI may be accepted by Sellifs returning— by facsimile transmission a copy hereof, eid—by an authonzed re resentative of Seller, to Darren K. Indyke, the Vice President of Purchaser, at facsimile no. prior to that time. FREEDOM AIR INTERNATIONAL, INC. By: Name: v,rr,n 4C. Title: Vice ere f..7Tri.L414— ACCEPTED BY: COMMONWEALTH BANK OF AUSTRAL1A/DEVEREAUX HOLDINGS PTY LTD By: Name: Title: Date: EFTA_R1_02212666 EFTA02725217